ex1020heritageplguaranty






                                                                         EXHIBIT 10.20                                                 Freddie Mac Loan Number: 504021338                                                           Heritage Place Apartments                                    GUARANTY                                   MULTISTATE                                  (Revised 4-19-2018)   THIS  GUARANTY    ("Guaranty") is entered into to be effective as of July 31, 2018, by  STEADFAST     APARTMENT      REIT,  INC., a  Maryland  corporation ("Guarantor",  collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a  national banking association ("Lender").                                     RECITALS  A.    Pursuant to the tenns of a Multifamily Loan and Security Agreement dated the same date        as this Guaranty ( as amended, modified or supplemented from time to time, the "Loan        Agreement"), STAR  Heritage Place, LLC, a Delaware limited liability company        ("Borrower") has requested that Lender make a loan to Borrower in the amount of        $8,710,000.00 ("Loan"). The Loan will be evidenced by one or more Multifamily        Note(s) from Borrower to Lender dated effective as of the effective date of this Guaranty        (as amended, modified or supplemented from time to time, and collectively if applicable,        the "Note"). The Note will be secured by a Multifamily Deed of Trust, Absolute        Assignment of Leases and Rents and Security Agreement (Including Fixture Filing) dated        effective as of the effective date of the Note (as amended, modified or supplemented        from time to time, the "Security Instrument"), encumbering the Mortgaged Property        described in the Loan Agreement.  B.    As a condition to making the Loan to Borrower, Lender requires that Guarantor execute        this Guaranty.   C.    Guarantor has a direct or indirect ownership or other financial interest in Borrower and/or        will otherwise derive a material benefit from the making of the Loan.                                    AGREEMENT  NOW,   THEREFORE,   in order to induce Lender to make the Loan to Borrower, and in  consideration thereof and other good and valuable consideration, the receipt and sufficiency of  which are ~ereby acknowledged, Guarantor agrees as follows:   1.    Defined Terms.  The  terms "Indebtedness", "Loan Documents", and "Property        Jurisdiction", and other capitalized tenns used but not defined in this Guaranty, will have        the meanings assigned to them in the Loan Agreement.   2.    Scope of Guaranty.         (a)   Guarantor hereby absolutely, unconditionally and irrevocably guarantees to              Lender each of the following:              (i)   Guarantor guarantees the full and prompt payment when due, whether at                    the Maturity Date or earlier, by reason of acceleration or otherwise, and at                    all times thereafter, of each of the following:    Guaranty - Multistate  





 






                  (A)   Guarantor guarantees a portion of the Indebtedness (including                          interest at the Note rate) equal to 0.00% of the original principal                          balance of the Note ("Base Guaranty").                     (B)   In addition to the Base Guaranty, Guarantor guarantees all other                          amounts  for which  Borrower  is personally liable under                          Sections 9(c), 9(d) and 9(f) of the Note (provided, however, that                          Guarantor will have no liability for failure of Borrower or SPE                          Equity Owner to comply with (I) Section 6.13(a)(xviii) of the Loan                          Agreement, and (II) the requirement in Section 6.13(a)(x)(B) of the                          Loan Agreement as to payment of trade payables within 60 days of                          the date incurred).                    (C)   Guarantor guarantees all costs and expenses, including reasonable                          Attorneys' Fees and Costs incurred by Lender in enforcing its                          rights under this Guaranty.              (ii)  Guarantor guarantees the full and prompt payment and perfonnance of,                    and compliance with, all of Borrower's obligations under Sections 6.12,                    10.02(b) and 10.02(d) of the Loan Agreement when due and the accuracy                    of Borrower's representations and warranties under Section 5.05 of the                    Loan Agreement.              (iii) Guarantor guarantees the full and prompt payment and performance of,                    and compliance with, Borrower's obligations under Section 6.09(e)(v) of                    the Loan Agreement to the extent Property Improvement Alterations have                    commenced and remain uncompleted.              (iv) through (vi) Reserved.        (b)   If the Base Guaranty stated in Section 2(a)(i)(A) is 100% of the original principal              balance of the Note, then the following will be applicable:              (i)   The  Base Guaranty will mean and include, and Guarantor hereby                    absolutely, unconditionally and irrevocably guarantees to Lender, the full                    and complete prompt payment of the entire Indebtedness, the perfonnance                    of and/or compliance with all of Borrower's obligations under the Loan                    Documents when due, and the accuracy of Borrower's representations and                    warranties contained in the Loan Documents.              (ii)  For so long as the Base Guaranty remains in effect (there being no limit to                    the duration of the Base Guaranty unless otherwise expressly provided in                    this Guaranty), the obligations guaranteed pursuant to Sections 2(a)(i)(B)                    and 2(a)(i)(C) will be part of, and not in addition to or in limitation of, the                    Base Guaranty.         (c)   If the Base Guaranty stated in Section 2(a)(i)(A) is less than 100% of the 01iginal              principal balance of the Note, then Section 2(b) will be completely inapplicable.         (d)   If Guarantor is not liable for the entire Indebtedness, then all payments made by              Borrower with respect to the Indebtedness and all amounts received by Lender              from the enforcement of its rights under the Loan Agreement and the other Loan              Documents ( except this Guaranty) will be applied first to the portion of the              Indebtedness for which neither Borrower nor Guarantor has personal liability.    Guaranty - Multistate                                                     Page2  





 






3.    Additional Guaranty Relating to Bankruptcy.        (a)   Notwithstanding any limitation on liability provided for elsewhere in this              Guaranty, Guarantor hereby absolutely, unconditionally and irrevocably              guarantees to Lender the full and prompt payment when due, whether at the              Maturity Date or earlier, by reason of acceleration or otherwise, and at all times              thereafter, the entire Indebtedness, in the event that:               (i)   Borrower or any SPE Equity  Owner voluntarily files for bankruptcy                    protection under the Bankruptcy Code.              (ii)  Borrower or any SPE Equity Owner voluntarily becomes subject to any                    reorganization, receivership, insolvency proceeding, or other similar                    proceeding pursuant to any other federal or state law affecting debtor and                    creditor rights.              (iii) The Mortgaged Property or any part of the Mortgaged Property becomes                    an asset in a voluntary bankruptcy or becomes subject to any voluntary                    reorganization, receivership, insolvency proceeding, or other similar                    voluntary proceeding pursuant to any other federal or state law affecting                    debtor and creditor rights.              (iv)  An order of relief is entered against Borrower or any SPE Equity Owner                    pursuant to the Bankruptcy Code or other federal or state law affecting                    debtor and creditor rights in any involuntary bankruptcy proceeding                    initiated or joined in by a Related Party.              (v)   An involuntary bankruptcy or other involuntary insolvency proceeding is                    commenced  against Borrower or any SPE Equity Owner (by a party other                    than Lender) but only if Borrower or such SPE Equity Owner has failed to                    use commercially reasonable efforts to dismiss such proceeding or has                    consented to such proceeding. "Commercially reasonable efforts" will not                    require any direct or indirect interest holders in Borrower or any SPE                    Equity Owner to contribute or cause the contribution of additional capital                    to Borrower or any SPE Equity Owner.        (b)   For purposes of Section 3(a) the tenn "Related Party" will include all of the              roll owing:              (i)   Borrower, any Guarantor or any SPE Equity Owner.              (ii)  Any  Person that holds, directly or indirectly, any ownership interest                    (including any shareholder, member or partner) in Borrower, any                    Guarantor or any SPE Equity Owner or any Person that has a right to                    manage Borrower, any Guarantor or any SPE Equity Owner.              (iii) Any Person in which Borrower, any Guarantor or any SPE Equity Owner                    has any ownership interest (direct or indirect) or right to manage.              (iv)  Any  Person in which any partner, shareholder or member of Borrower,                    any Guarantor or any SPE Equity Owner has an ownership interest or right                    to manage.              (v)   Any  Person in which any Person holding an interest in Borrower, any                    Guarantor or any SPE Equity Owner also has any ownership interest.   Guaranty- Multistate                                                      Page 3  





 






            (vi)  Any creditor (as defined in the Bankruptcy Code) of Borrower that is                    related by blood, marriage or adoption to Borrower, any Guarantor or any                    SPE Equity Owner.               (vii) Any creditor (as defined in the Bankruptcy Code) of Borrower that is                    related to any partner, shareholder or member of, or any other Person                    holding an interest in, Borrower, any Guarantor or any SPE Equity Owner.         (c)   If Borrower, any Guarantor, any SPE Equity Owner or any Related Party has              solicited creditors to initiate or participate in any proceeding referred to in              Section 3(a), regardless of whether any of the creditors solicited actually initiates              or participates in the proceeding, then such proceeding will be considered as              having been initiated by a Related Party.  4.    Guarantor's Obligations Survive Foreclosure. The obligations of Guarantor under this        Guaranty will survive any foreclosure proceeding, any foreclosure sale, any delivery of        any deed in lieu of foreclosure, and any release of record of the Security Instrument, and,        in addition, the obligations of Guarantor relating to Borrower's representations and        warranties under Section 5.05 of the Loan Agreement, and Borrower's obligations under        Sections 6.12 and 10.02(b) of the Loan Agreement will survive any repayment or        discharge of the Indebtedness. Notwithstanding the foregoing, if Lender has never been a        mortgagee-in-possession of or held title to the Mortgaged Property, Guarantor will have        no obligation under this Guaranty relating to Borrower's representations and warranties        under Section 5.05 of the Loan Agreement or Borrower's obligations relating to        environmental matters under Sections 6.12 and 10.02(b) of the Loan Agreement after the        date of the release of record of the lien of the Security Instrument as a result of the        payment in full of the Indebtedness on the Maturity Date or by voluntary prepayment in        full.  5.    Guaranty of Payment and Performance. Guarantor's obligations under this Guaranty        constitute an unconditional guaranty of payment and performance and not merely a        guaranty of collection.   6.    No  Demand  by  Lender Necessary; Waivers by Guarantor. The  obligations of        Guarantor under this Guaranty must be performed without demand by Lender and will be        unconditional regardless of the genuineness, validity, regularity or enforceability of the        Note, the Loan Agreement, or any other Loan Document, and without regard to any other        circumstance which might otherwise constitute a legal or equitable discharge of a surety,        a guarantor, a borrower or a mortgagor. Guarantor hereby waives, to the fullest extent        pennitted by applicable law, all of the following:        (a)   The benefit of all principles or provisions of law, statutory or otherwise, which              are or might be in conflict with the tenns of this Guaranty and agrees that              Guarantor's obligations will not be affected by any circumstances, whether or not              referred to in this Guaranty, which might otherwise constitute a legal or equitable              discharge of a surety, a guarantor, a borrower or a mortgagor.         (b)   The benefits of any right of discharge under any and all statutes or other laws              relating to a guarantor, a surety, a borrower or a mortgagor, and any other rights              of a surety, a guarantor, a borrower or a mortgagor under such statutes or laws.        (c)   Diligence in collecting the Indebtedness, presentment, demand for payment,              protest, all notices with respect to the Note and this Guaranty which may be              required by statute, rule of law or otherwise to preserve Lender's rights against    Guaranty- Multistate                                                      Page4  





 






            Guarantor under this Guaranty, including notice of acceptance, notice of any              amendment of the Loan Documents, notice of the occurrence of any default or              Event of Default, notice of intent to accelerate, notice of acceleration, notice of              dishonor, notice of foreclosure, notice of protest, and notice of the incurring by              Borrower of any obligation or indebtedness.         (d)   All rights to cause a marshalling of the Borrower's assets or to require Lender to              do any of the following:              (i)   Proceed against Borrower or any other guarantor of Borrower's payment                    or performance under the Loan Documents (an "Other Guarantor").              (ii)  Proceed against any general partner of Borrower or any Other Guarantor if                    Borrower or any Other Guarantor is a partnership.              (iii) Proceed against or exhaust any collateral held by Lender to secure the                    repayment of the Indebtedness.              (iv)  Pursue any other remedy it may now or hereafter have against Borrower,                    or, if Borrower is a partnership, any general partner of Borrower.        (e)   Any right to object to the timing, manner or conduct of Lender's enforcement of              its rights under any of the Loan Documents.         (f)   Any right to revoke this Guaranty as to any future advances by Lender under the              terms of the Loan Agreement to protect Lender's interest in the Mortgaged              Property.  7.    Modification of Loan Documents. At any time or from time to time and any number of        times, without notice to Guarantor and without affecting the liability of Guarantor, all of        the following will apply:        (a)   Lender may extend the time for payment of the principal of or interest on the              Indebtedness or renew the Indebtedness in whole or in part.        (b)   Lender may extend the time for Borrower's perfonnance of or compliance with              any covenant or agreement contained in the Note, the Loan Agreement or any              other Loan Document, whether presently existing or entered into after the date of              this Guaranty, or waive such perfonnance or compliance.        (c)   Lender may accelerate the Matmity Date of the Indebtedness as provided in the              Note, the Loan Agreement, or any other Loan Document.        (d)   Lender and Borrower may modify or amend the Note, the Loan Agreement, or              any other Loan Document in any respect, including an increase in the principal              amount.        (e)   Lender may modify, exchange, surrender or otherwise deal with any security for              the Indebtedness or accept additional security that is pledged or mortgaged for the              Indebtedness.  8.    Joint and Several Liability. The obligations of Guarantor (and each party named as a        Guarantor in this Guaranty) and any Other Guarantor will be joint and several. Lender, in        its sole and absolute discretion, may take any of the following actions:    Guaranty - Multistate                                                     Pages  





 






      (a)   Lender may bring suit against Guarantor, or any one or more of the parties named              as a Guarantor in this Guaranty, and any Other Guarantor, jointly and severally, or              against any one or more of them.         (b)   Lender may compromise or settle with Guarantor, any one or more of the parties              named  as a Guarantor in this Guaranty, or any Other Guarantor, for such              consideration as Lender may deem proper.         (c)   Lender may release one or more of the parties named as a Guarantor in this              Guaranty, or any Other Guarantor, from liability.        (d)   Lender may otherwise deal with Guarantor and any Other Guarantor, or any one              or more of them, in any manner.        No action of Lender described in this Section 8 will affect or impair the rights of Lender        to collect from any one or more of the parties named as a Guarantor under this Guaranty        any amount guaranteed by Guarantor under this Guaranty.   9.    Limited Release of Guarantor Upon Transfer of Mortgaged Property. If Guarantor        requests a release of its liability under this Guaranty in connection with a Transfer which        Lender has approved pursuant to Section 7.05(a) of the Loan Agreement, and Borrower        has provided a replacement Guarantor acceptable to Lender, then one of the following        will apply:        (a)   If Borrower delivers to Lender a Clean Site Assessment, then Lender will release              Guarantor from all of Guarantor's obligations except Guarantor's obligation to              guaranty Borrower's liability under Section 6.12 (Environmental Hazards) or              Section 10.02(b) (Enviromnental Indemnification) of the Loan Agreement with              respect to any loss, liability, damage, claim, cost or expense which directly or              indirectly arises from or relates to any Prohibited Activities or Conditions existing              prior to the date of the Transfer.         (b)   If Borrower does not deliver a Clean Site Assessment as described in              Section 7.05(b)(i) of the Loan Agreement, then Lender will release Guarantor              from all of Guarantor's obligations except for Guarantor's obligation to guaranty              Borrower's  liability under Section 6.12 (Environmental Hazards) or              Section 10.02(b) (Enviromnental Indemnification) of the Loan Agreement.   10.   Subordination of Borrower's Indebtedness to Guarantor. Any indebtedness of        B01Tower held by Guarantor now or in the future is and will be subordinated to the        Indebtedness and Guarantor will collect, enforce and receive any such indebtedness of        Borrower as trustee for Lender, but without reducing or affecting in any manner the        liability of Guarantor under the other provisions of this Guaranty.  11.   Waiver of Subrogation. Guarantor will have no right of, and hereby waives any claim        for, subrogation or reimbursement against Borrower or any general partner of Borrower        by reason of any payment by Guarantor under this Guaranty, whether such right or claim        arises at law or in equity or under any contract or statute, until the Indebtedness has been        paid in full and there has expired the maximum possible period thereafter during which        any payment made by Borrower to Lender with respect to the Indebtedness could be        deemed a preference under the United States Bankruptcy Code.  12.   Preference. If any payment by Borrower is held to constitute a preference under any        applicable bankruptcy, insolvency, or similar laws, or if for any other reason Lender is        required to refund any sums to Borrower, such refund will not constitute a release of any   Guaranty - Multistate                                                     Page 6  





 






      liability of Guarantor under this Guaranty. It is the intention of Lender and Guarantor that        Guarantor's obligations under this Guaranty will not be discharged except by Guarantor's        performance of such obligations and then only to the extent of such performance.  13.   Financial Information and Litigation. Guarantor will deliver each of the following to        Lender within 10 Business Days following a Notice from Lender requesting such        infonnation:         (a)   Guarantor's balance sheet and profit and loss statement as of the end of (A) the              quarter that ended at least 30 days prior to the due date of the requested items,              and/or (B) the fiscal year that ended at least 90 days prior to the due date of the              requested items.        (b)   Other Guarantor financial statements as Lender may reasonably require.        ( c)  Written updates on the status of all litigation proceedings that Guarantor disclosed              or should have disclosed to Lender as of the date of this Guaranty.         (d)   If an Event of Default has occurred and is continuing, copies of Guarantor's most              recent filed state and federal tax returns, including any current tax return              extensions.  14.   Assignment. Lender may assign its rights under this Guaranty in whole or in part and        upon any such assignment, all the tenns and provisions of this Guaranty will inure to the        benefit of such assignee to the extent so assigned. The tenns used to designate any of the        parties in this Guaranty will be deemed to include the heirs, legal representatives,        successors and assigns of such parties, and the tenn "Lender" will also include any lawful        owner, holder or pledgee of the Note.  15.   Complete  and Final Agreement. This Guaranty and the other Loan Documents        represent the final agreement between the parties and may not be contradicted by        evidence of prior, contemporaneous or subsequent oral agreements. There are no        unwritten oral agreements between the parties. All prior or contemporaneous agreements,        understandings, representations, and statements, oral or written, are merged into this        Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor has        received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any        of its provisions may be waived, modified, amended, discharged, or tenninated except by        a writing signed by the party against which the enforcement of the waiver, modification,        amendment, discharge, or tennination is sought, and then only to the extent set forth in        that writing.  16.   Governing Law. This Guaranty will be governed by and enforced in accordance with the        laws of the Property Jurisdiction, without giving effect to the choice of law principles of        the Property Jurisdiction that would require the application of the laws of a jurisdiction        other than the Property Jurisdiction.  17.   Jurisdiction; Venue. Guarantor agrees that any controversy aiising under or in relation        to this Guaranty may be litigated in the Property Jurisdiction, and that the state and        federal courts and authorities with jurisdiction in the Property  Jurisdiction will have        jurisdiction over all controversies which may arise under or in relation to this Guaranty.        Guarantor irrevocably consents to service, jurisdiction and venue of such courts for any        such litigation and waives any other venue to which it might be entitled by virtue of        domicile, habitual residence or otherwise. However, nothing in this Guaranty is intended        to limit Lender's right to bring any suit, action or proceeding relating to matters arising    Guaranty- Multistate                                                      Page 7  





 






      under this Guaranty against Guarantor or any of Guarantor's assets in any comt of any        other jurisdiction.   18.   Guarantor's Interest in Borrower. Guarantor represents to Lender that Guarantor has a        direct or indirect ownership or other financial interest in Borrower and/or will otherwise        derive a material financial benefit from the making of the Loan.   19.   Reserved.  20.   Reserved.  21.   Reserved.  22.   Term of Existence.         (a)   This Section 22 will only apply to any Guarantor(s) that is an entity whose tenn              of existence expires prior to the Maturity Date.         (b)   At least 6 months prior to the expiration of its tenn of existence ("Term"), each              entity Guarantor must take one of the following actions ("Guarantor Expiration              Alternatives"):               (i)   Extend its Tenn to a date that is at least 6 months after the Maturity Date                    ("Extension") and provide Lender with Notice of the Extension.               (ii)  Cause one or more  natural persons or entities who individually or                    collectively, as applicable, is/are acceptable to Lender, to execute and                    deliver to Lender a guaranty in the same form as this Guaranty, without                    any cost or expense to Lender.               (iii) Deliver to Lender a letter of credit ("Term Extension Letter of Credit")                    or other collateral acceptable to Lender as collateral security for the Loan.                    The Term  Extension Letter of Credit must meet all of the following                    conditions:                     (A)   Satisfy the requirements for Letters of Credit in Section 11.15 of                          the Loan Agreement.                     (B)   Be in an amount equal to 10% of the outstanding principal balance                          of the Note.                     (C)   Include an automatic renewal provision or have a tenn that extends                          six months beyond the Maturity Date of the Loan.         (c)   Guarantor must ensure the Tenn Extension Letter of Credit remains in force until              the Loan is paid in full. If Lender receives any Notice from the Tenn Extension              Letter of Credit Issuer that Issuer will not renew the Tenn Extension Letter of              Credit, then Lender may immediately draw upon the Tenn Extension Letter of              Credit in full and hold the proceeds in an escrow account.         ( d)  Lender will hold the Tenn Extension Letter of Credit or, if Lender has previously              drawn on the Tenn Extension Letter of Credit pursuant to Section 22(c), the              proceeds of the Tenn Extension Letter of Credit, until the first to occur of the              following:    Guaranty- Multistate                                                      Page 8  





 






            (i)   Lender has a claim against Guarantor under the tenns of this Guaranty, in                    which case Lender may take either of the following actions:                    (A)   Draw on the Term Extension Letter of Credit in an amount equal to                          the claim and apply the proceeds to. fully or partially satisfy the                          claim.                     (B)   If Lender has previously drawn on the Tenn Extension Letter of                          Credit pursuant to Section 22(c), then Lender may apply the                          proceeds of such draw to fully or partially satisfy the claim.                    If the amount of the claim exceeds the amount of the Tenn Extension                    Letter of Credit, Guarantor will remain liable to Lender for the remainder                    of the claim.              (ii)  The Loan is paid in full.        (e)   The requirement to provide a Tenn Extension Letter of Credit is in addition to,              and not in substitution for, any requirement to provide a Letter of Credit pursuant              to the Minimum Net Worth/Liquidity Rider to Guaranty (if applicable) or any              other Letter of Credit required under the tenns of the Loan Documents.         (f)   If Guarantor fails to exercise one of the Guarantor Expiration Alternatives at least              6 months prior to the expiration of the Tenn ("Term Expiration Date"),              Guarantor must deliver to Lender monthly financial statements ( each a              "Guarantor Financial Statement") in the form required under Section 6.07(±) of              the Loan Agreement.              (i)   Guarantor must begin delivering the Guarantor Financial Statement on the                    first day of the month which is 6 months prior to the Tenn Expiration Date                    and continue delivering the Guarantor Financial Statement on the first day                    of every month thereafter until Guarantor exercises one of the Guarantor                    Expiration Alternatives. The Guarantor Financial Statement must                    demonstrate a net worth and liquidity that are acceptable to Lender. If a                    Guarantor Financial Statement indicates that Guarantor's net worth or                    liquidity is unacceptable to Lender, upon Notice from Lender, Guarantor                    must immediately exercise one of the Guarantor Expiration Alternatives.              (ii)  Guarantor must exercise one of the Guarantor Expiration Alternatives                    prior to the Tenn Expiration Date.              (iii) Guarantor's requirements to deliver the Guarantor Financial Statements                    are in addition to any other requirements set forth in the Loan Documents                    requiring Guarantor to deliver any financial infonnation (including the                    Guarantor's requirements regarding financial covenants set forth in                    Section 20).   23.   Reserved.  24.   Reserved.  25.   State-Specific Provisions. State-specific provisions, if any, are included on Schedule 1        to this Guaranty.    Guaranty - Multistate                                                     Page 9  





 






26.   Community  Property. If Guarantor ( or any Guarantor, if more than one) is a married        person, and the state of residence of Guarantor or his or her spouse ("Guarantor        Spouse") is a community property jurisdiction, then each of the following apply:         (a)   Guarantor (or each such married Guarantor, if more than one) agrees that Lender              may satisfy Guarantor's obligations under this Guaranty to the extent of all of              Guarantor's separate property and against the marital community property of              Guarantor and Guarantor Spouse.         (b)   If Guarantor Spouse is not also a Guarantor of the Loan, Guarantor certifies that              none of the assets shown on his or her financial statements submitted to Lender              for purposes of underwriting the Loan were either (i) Guarantor Spouse's              individual property, or (ii) cmmnunity property under the sole management,              control, and disposition of Guarantor Spouse.         ( c)  If Guarantor or Guarantor Spouse resides in Alaska, Arizona, Idaho, Louisiana,              Nevada, New   Mexico, Washington or Wisconsin, Guarantor has caused              Guarantor Spouse to acknowledge this Guaranty as required on the signature page              of this Guaranty.  27.   WAIVER OF TRIAL BY JURY.         (a)   GUARANTOR AND      LENDER EACH     COVENANTS    AND  AGREES   NOT              TO  ELECT   A  TRIAL   BY  JURY  WITH   RESPECT    TO  ANY   ISSUE              ARISING   OUT   OF   THIS  GUARANTY     OR   THE   RELATIONSHIP              BETWEEN    THE  PARTIES   AS GUARANTOR     AND   LENDER   THAT  IS              TRIABLE OF RIGHT BY A JURY.         (b)   GUARANTOR AND      LENDER EACH     WAIVES  ANY   RIGHT  TO  TRIAL              BY JURY   WITH  RESPECT   TO  SUCH  ISSUE  TO  THE  EXTENT   THAT              ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS          WAIVER              OF  RIGHT  TO  TRIAL  BY  JURY  IS SEPARATELY     GIVEN  BY  EACH              PARTY,  KNOWINGLY AND      VOLUNTARILY WITH      THE  BENEFIT   OF              COMPETENT LEGAL COUNSEL.  28.   Notices. All Notices required under this Guaranty will be provided in accordance with        the requirements of Section 11.03 of the Loan Agreement. Guarantor's address for        Notices is as set fo1ih on the signature page of this Guaranty unless changed in        accordance with this Section 28.   29.   Attached Schedules and Riders. The following Schedules and Riders, if marked with        an "X" in the space provided, are attached to this Guaranty:         [KJ      Schedule 1 - State Specific Provisions        !=i      Material Adverse Change Rider        !=i      Minimum Net Worth/Liquidity Rider        m        Other: Additional Provisions - Sale or Securitization of Loan  30.   Attached Exhibit. The following Exhibit, if marked with an "X" in the space provided,        is attached to this Guaranty:    Guaranty- Multistate                                                     Page 10  





 






      CJ       Exhibit A       Modifications to Guaranty  IN WITNESS WHEREOF,    Guarantor has signed and delivered this Guaranty under seal or has  caused this Guaranty to be signed and delivered under seal by its duly authorized representative.  Where applicable law provides, Guarantor intends that this Guaranty will be deemed to be signed  and delivered as a sealed instrument.             (Remainder of page intentionally left blank; signature pages follow.)    Guaranty - Multistate                                                    Page 11  





 






                                      GUARANTOR:                                         STEADFAST APARTMENT REIT, INC., a                                          Maryland corporation    Guaranty - Multistatc                                                        Pagc12  





 






(a)   Guarantor's Notice Address:         Name:    Steadfast Apartment REIT, Inc.        Address: clo Steadfast Companies                 18100 Von Karman A venue, Suite 500                 Irvine, California 92612   (b)   Guarantor represents and warrants that Guarantor is:        [    ] married        [    ] single        [-2L] an entity   (c)   If Guarantor is married, then Guarantor represents and warrants that Guarantor's state of        residence is NIA and Guarantor Spouse's state ofresidence is NIA .   (d)   If Guarantor (i) is married, and (ii) Guarantor Spouse is not also a Guarantor of this Loan,        and (iii) Guarantor or Guarantor Spouse's state of residence is Alaska, Arizona, Idaho,        Louisiana, Nevada, New Mexico, Washington, or Wisconsin, then Guarantor must cause        Guarantor Spouse to sign below in accordance with Section 26 of this Guaranty.        Any person signing this Guaranty solely as a Guarantor Spouse will bind only Guarantor        Spouse's marital community property and will not bind Guarantor Spouse's separate        property to the payment and pe1.formance of the Guarantor's obligations under this        Guaranty.        Guarantor Spouse's Signature: . _N_IA________________              _          Guarantor Spouse's Printed Name: N~IA~---------------­        Guarantor Spouse's Address:   =-N"""IA~---------------- (e)   If Guarantor is an entity, Guarantor represents and warrants that Guarantor's term of        existence, excluding any renewal or extension options:        [_K_J does not expire during the tenn of the Loan.        [    ] expires during the tenn of the Loan, and that the expiration date is    Guaranty - Multistate                                                    Page 13  





 






                                 SCHEDULE 1                            STATE SPECIFIC PROVISIONS   I Tennessee   I None    Guaranty- Multistate                                             Schedule 1 - Page 1  





 






                            RIDER TO GUARANTY          ADDITIONAL PROVISIONS -SALE OR SECURITIZATION OF LOAN                                  (Revised 2-19-2016)   The following changes are made to the Guaranty which precedes this Rider:   A.    Section 23 is deleted and replaced with the following:         23.   Disclosure of Information.               (a)   Guarantor acknowledges as follows:                     (i)   Lender may provide to third parties with an existing or prospective                          interest in the servicing, enforcement, evaluation, perfonnance,                          ownership, purchase, participation, or Securitization (if applicable)                          of the Loan, including any of the Rating Agencies, any entity                          maintaining databases on the underwriting and perfonnance of                          commercial mortgage loans, as well as governmental regulatory                          agencies having regulatory authority over Lender, any and all                          information which Lender now has or may hereafter acquire                          relating to the Loan, the Mortgaged Property, Borrower, any SPE                          Equity Owner, or any Guarantor, as Lender detennines necessary                          or desirable provided that (A) the information contained in                          such disclosures is limited to information that is reasonably                          necessary in connection with the sale or Securitization at issue                          and is consistent with standard industry practices, and (B)                          such disclosures do not cause Borrower, Guarantor, any SPE                          Equity Owner or any Affiliate of any of the foregoing to be in                          breach of any Securities Laws or require any such partv to                          make any additional disclosures under Securities Laws.                     (ii)  The infonnation specified in Section 23(a)(i) may be included in                          one or more Disclosure Documents and also may be included in                          any filing with the Securities and Exchange Commission pursuant                          to the Securities Act of 1933, as amended, or the Securities                          Exchange Act of 1934, as amended Securities Laws provided                          that such disclosures do not cause Borrower, Guarantor, any                          SPE Equity Owner or anv Affiliate of any of the foregoing to                          be in breach of any Securities Laws or require anv such party                          to make any additional disclosures under Securities Laws.               (b)   To  the fullest extent pennitted under applicable law, Guarantor                    ilTevocably waives all rights, if any, to prohibit the disclosure of any                    infonnation described in Section 23(a), including any right of privacy.               (c)   For purposes of this Guaranty, the following tenns have the meanings                    indicated below:                     "Disclosure Document" means any disclosure document in connection                    with a  Securitization (if applicable) or syndication of participation                    interests, including a prospectus, prospectus supplement, offering                    memorandum, private placement memorandum or similar document.   Rider to Guaranty                                                         Page 1  Additional Provisions - Sale or Securitization of Loan  





 






                  "Securities Laws" means, collectively, the United States Securities Act                    of 1933, the United States Securities Exchange Act of 1934 and any                    applicable state securities or blue sky laws, in each case as amended                    from  time  to time, together with the  rules and  regulations                    promulgated thereunder.                     "Securitization" means when the Note or any portion of the Note is                    assigned to a REMIC trust.   B.    Section 24 is deleted and replaced with the following:        24.   Lender's Rights to Sell or Securitize.              Guarantor acknowledges that Lender, and each successor to Lender's interest,              may  (without prior Notice to Guarantor or Guarantor's prior consent), sell or              grant participations in the Loan (or  any part of the Loan), sell or subcontract the              servicing rights related to the Loan, securitize the Loan or place the Loan in a              trust. Subject to the terms of Section 23 above. Guarantor, at its expense, agrees              to cooperate with all reasonable requests of Lender in connection with any of the              foregoing, including taking each of the following actions:               (a)   Reviewing information contained in any Disclosure Document, regarding                    any of the following:                     (i)   Borrower.                     (ii)  SPE Equity Owner.                     (iii) Guarantor.                     {iv)  Affiliates of Borrower, SPE Equity Owner, or Guarantor.                    (v)   Propertv Manager.                     (vi)  The Mortgaged Property.               {b)   :13rroviding a Guarantor's estoppel, and entering into an indemnification                    agreement with Lender and any Inde1mlified Party of any Securitization                    that includes the Loan confinning Guarantor's obligations under this                    Guaranty.               (a.£) Providing such other infonnation about Guarantor as Lender may require                    for Lender's offering materials, including the infonnation required by                    Section 13 of this Guaranty.    Rider to Guaranty                                                         Page 2  Additional Provisions - Sale or Securitization of Loan